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The Road to Better Business Information: XBRL (DOC).doc

1.
THE ROAD TO BETTER BUSINESS INFORMATION:
MAKING A CASE FOR XBRL
A Conversation With Nasdaq, Microsoft and PricewaterhouseCoopers
by Al Berkeley, Vice Chairman of Thought Leadership at Nasdaq, with John Connors, Senior
Vice President, Chief Financial Officer of Microsoft, and Mike Willis, Partner at
PricewaterhouseCoopers

3.
Introduction
The enormous success that developed economies have had in raising standards of living has
come, in part, from the efficient allocation of capital. Capital has been provided to the effective
competitor on better terms than to the less effective.
The investor knows the difference between more effective and less effective competitors because
trustworthy, thorough and timely systems have evolved to distribute and evaluate corporate
results.
It is in the best interest of the company, the investor and the public to make the availability of
corporate results broad, complete and timely. This paper is, essentially, a conversation between
these points of view. The participants all recognize the challenge of achieving more effective
information delivery.
Nasdaq Stock Market Inc. is concerned about its entire range of companies, and the benefit to all
investors and the general public, of easier distribution and analysis of corporate results.
Microsoft Corp. is concerned with meeting its obligation to communicate with arguably the
largest and most involved shareholder base in the world.
PricewaterhouseCoopers is concerned with meeting the rising obligations that public opinion,
case law and regulation are imposing on the capital markets: better reporting, more sophisticated
analysis and greater trust in the information provided.
The market, the company and the accountant each need to add value for their customer. In this
case, the customer is the public investor.
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4.
The Investor’s Situation
Investors effectively have been left to their own devices to analyze corporate results. A small
industry of intermediaries has evolved selling analytical services on perhaps 20 percent of
publicly traded companies.
The translation between the information a company reports and the information used by
investors to analyze corporate results is a hand-tinkered and labor-intensive one. It is the least
standardized, least-automated link in the entire value chain of capital markets.
It is true that corporate results are now available online, but even when the investor receives
corporate results at the speed of light, there is a time-consuming, intellect-intensive process of
converting data on the company report into data on the investor’s spreadsheet. Virtually every
investor has to convert data received from the company into a form useful to the investor.
The new data needs to be analyzed and thought through for what it says:
1. How big are revenues?
2. How big are profits?
3. How big are profit margins?
The new data must be compared to earlier data to answer these questions:
1. How fast are revenues growing?
2. How fast are profits growing?
3. How are margins changing?
4. How are growth rates changing?
The company’s results must be related to other companies’ results:
1. How is this company doing relative to its competitors?
2. How is this company doing relative to other places the investor can place his or her money?
The investor is basically in the business of comparing one company to another. And yet, so much
energy, time and intellect is consumed at the lowest level of transposing data from the stand-
alone format in which the company reports to the comparative format the investor needs that
little time is left for comparative analysis. This is particularly true for small investors, who do not
have the analytical staff available to professional investors.
The need is so great that a whole industry has grown up to provide investors with investment
advice. But this industry has its own profit needs and does not provide analysis on most
companies.
Of the roughly 10,000 public companies in the United States, we estimate that only about one-
third have any meaningful Wall Street research available. On The Nasdaq Stock Market, the
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5.
New York Stock Exchange and the American Stock Exchange, there are thousands of companies
with no Wall Street research. Because Wall Street research only covers the most actively traded
stocks, huge gaps exist.
At the same time, academic research demonstrates the value to a company and its shareholders of
broad availability of financial results and analysis of those results. One of the primary benefits is
that companies can significantly lower their cost of capital.1 The ValueReporting™ movement,2
which emphasizes the importance of non-financial measures as well, claims these same results.
Federal regulation also mandates broad and timely disclosure to the public.
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6.
Getting to a More Efficient Market:
A Conversation With Al Berkeley
Vice Chairman of Thought Leadership of the Nasdaq Stock Market Inc.
Nasdaq plays a unique role in the American
economy, and is a piston in the engine of America’s What XBRL Is NOT
rising standard of living. Its unique contribution lies
• XBRL does NOT a set of accounting standards.
in providing — better than any other market in the Accounting standards are the domain of the
world — the one thing that markets exist to existing Generally Accepted Accounting
provide: liquidity. Without the ability to sell, to Principles (GAAP) and regulatory standards
bodies. XBRL is a platform on which reporting
liquidate, customers are less willing to buy. standards content will reside and be
represented.
Nasdaq has become the engine of job growth in • XBRL is NOT a detailed universal chart of
America by democratizing access to capital in a accounts. Accounting organizational charts are
way that is the envy of the world. Nasdaq itself has the domain of the management (and in many
countries, of the government itself), and it is
lowered the cost, broadened the scope and sped the their responsibility to define appropriate
delivery of information about the market. classifications for use in generating appropriate
management information. XBRL can facilitate
the implementation of such structures through
Nasdaq joins this conversation because it feels that its ability to transport data between disparate
improving the distribution and analysis of corporate software applications that might be used within
results, especially for the 10,000 companies not an organizations operational structure.
covered by Wall Street analysis, will broaden the • XBRL is NOT a GAAP translator. XBRL does
market for Nasdaq’s own trading services. not provide transparency of existing GAAP
information into lower levels of information
that would be necessary for translating from
What has been needed is a technological way to one GAAP to another. The business-reporting
address the reporting and analysis of the thousands document contains the same GAAP
of companies whose trading interest does not justify information, be it in an XBRL format or a
Microsoft® Word or PDF format.
the hand-tinkered, labor-intensive model currently
in use by investors and analysts around the world. • XBRL is NOT a proprietary technology. XBRL
is freely licensed and available to the public.
XBRL is that technology. XBRL is XML-based and therefore is expected
to be widely available in software applications.
“XBRL” stands for Extensible Business Reporting • XBRL is NOT a Transaction Protocol. XBRL is
Language. It is a subset of Extensible Markup designed to address issues related to production
Language (XML), the common language of data and consumption of information contained
within business reports and begins at the
exchange on the Internet, which provides a widely accounting classification level. XBRL is about
embraced open standard technology for data business reporting information, not about data
exchange and transformation. capture at the transaction level.
XBRL is an effort to add “information about information” to the ways computers for financial
functions relate to each other. Traditionally, if one computer sent another computer data on a
company’s $5,000,000 in revenues, the number 5,000,000 would be transmitted. The receiving
computer has to be programmed in a precise way to recognize the number and put it in a
predefined bin called “revenues,” and ensure that bin was expecting figures in dollars, not cents
or pounds. With XBRL, the 5,000,000 is sent along with a label that indicates it is revenues
measured in U.S. dollars.
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7.
The sender standardized the information. Recipients can then view any data they choose, for
example, receiving information about a company’s revenues and automatically comparing it to
profit, to previous revenues, or to another company’s revenues. The highly labor-intensive
requirement to map the sender’s data into the receiver’s analytical program goes away. It costs
less for a receiver to “consume” a sender’s data.
There will be many benefits to using XBRL, such as these:
• Companies can distribute a higher value stream of information about themselves to the
owners. They can send the same information they send today, but it will be more valuable
because it is easier to use.
• Investors will have more time for analysis and insight, as less time is spent on translation and
data entry.
• More companies will be used in investors’ screening, because the marginal cost of preparing
data on additional companies for analysis will drop to zero. Undiscovered jewels will be
discovered. The market will become more liquid.
We expect an industry to evolve selling analytical software that allows investors to receive and
analyze corporate results. These programs should become progressively and cumulatively more
complex, meaningful and valuable.
We expect trade associations, stock brokerages, financial publications, independent software
houses and markets to provide analytical software for investors.
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8.
An Adoption Case Study:
A Conversation With John Connors
Senior Vice President and CFO of Microsoft
Microsoft’s goals in supporting and implementing XBRL are clear: 1) to ensure the integrity and
credibility of the company’s financial information; 2) to streamline and reduce the costs
associated with preparing and distributing Microsoft’s financial information; 3) to become an
example of and an evangelist for XBRL’s potential to benefit the entire marketplace; and most
important 4) to provide benefits to Microsoft’s stakeholder community.
Today it is extremely difficult for the investment community to perform a high volume of
complex analysis in a cost-effective way. Adoption of XBRL as a standard format will reduce
the cost barrier and level the playing field, empowering the entire community with the full data
picture of Microsoft. XBRL will also help to ensure the integrity and quality of corporate
financial data by removing the need for manual re-entry throughout the process. Investors also
will be able to pull financial information automatically into whatever system they’re using
without re-entering the information. XBRL will be an important tool for Microsoft’s Finance and
Investor Relations teams in their efforts to provide benefits to investors, who will have
immediate, comprehensive and extensible data. What’s more, Microsoft is presenting its data in a
format that gives investors greater analytical flexibility and power at their fingertips than ever
before.
Before XBRL we had to duplicate efforts in getting from our financial reporting model to all the
necessary financial statement outputs, including regulatory filings, the company’s Web site and
printed financial statements. XBRL enables us to reduce redundant efforts by allowing us to
gather the data just once and then use it in many different ways without having to re-create it.
XBRL’s flexibility is also key to helping Microsoft react to changes without significant impact to
our reporting system. XBRL addresses both current regulatory and GAAP financial reporting
requirements, but is flexible enough to address future standards and new requirements.
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9.
The implementation
To accomplish our XBRL implementation, we created an internal tool we call the XBRL
Builder. The XBRL Builder takes our completed financial data and automatically transforms it
into XBRL (see diagram below).
Review data
Add footnotes
Regulatory
XBRL UI
filings
Print
statements
Fact Data XBRL
Build Engine XBRL
SAP MARS (XML File) Word &
(.NET application) Excel
statements
800Gb Finance
SQL Server Data MartMgmt Web
Database & Statutory views GAAP MSFT statements
Taxonomy Taxonomy
Microsoft’s internal XBRL Builder streamlines the following four processes to transform
financial data into XBRL:
1. Mapping the financial report line items with the appropriate XBRL tag
2. Building and maintaining taxonomies (dictionaries of XBRL terms)
3. Creating XBRL Instance Documents (the marrying of the XBRL tag with the actual financial
result)
4. Transforming Instance Documents into publishable format (create once, report in many
formats)
Using the Microsoft® .NET framework and .NET enterprise servers, which enable information to
travel seamless and securely between applications, Web sites and devices, we were able to
rapidly implement XBRL. With no training or guidance, one internal developer was able to build
our XBRL implementation in only 20 days.
XBRL represents not only a transformation in business reporting, but a new market opportunity
and a growing industry in developing applications leveraging XBRL’s capabilities. By having
financial information publicly available in XBRL, Microsoft also is providing a example for both
internal and external software developers as they move forward in creating XML and XBRL
driven tools. Software and services businesses will be able to expand their market reach by
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10.
building new, sophisticated tools for everyone from company executives to individual investors
to use for analysis.
Microsoft has a long-standing commitment to helping develop and promote the widespread
adoption of fundamental Internet standards. The company sees XBRL as not only the future
standard for financial reporting, but also a logical business choice. As such, Microsoft is a
charter member of the XBRL Consortium, an international consortium of more than 140 of the
world’s largest accounting, technology, government and financial services bodies devoted to
developing and promoting the adoption of XBRL as a standard.
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11.
Enabling a Better-Managed Company:
A Conversation With Mike Willis
XBRL International Steering Committee Chair and Partner at PricewaterhouseCoopers
The benefits Microsoft is realizing from its XBRL implementation are available to companies of
any size in any industry. For the financial executive, there are two key perspectives on the XBRL
value proposition. The first is from the point of view of the company reporting business
information both internally and externally. The second is from the point of view of the
consumers of that business information. From both perspectives, the great virtue of XBRL is in
how it simplifies and speeds up the process of assembling and moving information within the
company and to its shareholders.
For company management, it is critical to be able to quickly spot problems and opportunities, to
know what is going on in the company and to know it in time to make a difference. Getting the
right information in a timely and consolidated way is often difficult, as data is typically stored in
many different places throughout the organization. This is where XBRL comes in.
XBRL streamlines the communication between disparate technologies, allowing them to
function in a more integrated way, resulting in higher-quality data, made available faster. Data
aggregation for business reporting is often a costly, highly manual and error-prone process that
can prevent accurate and timely data analysis. The consequences include unnecessary delays in
decision making and poor decisions based on imperfect information that arrives late. XBRL
automates what can be automated, and lets financial management be fully engaged in what
matters — the issues, the strategies, the opportunities and the decisions to be made.
Thanks to its “produce once, use many times” capabilities, XBRL reduces the cost of producing
business reports and facilitates more frequent reporting of key business information. Financial
executives do not have to maintain separate documents for each reporting constituency; one
underlying set of data can be reused for multiple reports. All this serves to enhance
communications and strengthen relationships with the full range of stakeholders, including
investors, analysts, vendors, suppliers, regulators and other companies.
XBRL allows all shareholders, from the smallest individual investor to the largest institutional
investor, to more easily process financial and other business performance information in a matter
of seconds, rather than hours or days. There is no rekeying of information into spreadsheets or
laborious data checking. This diminishes data input errors, thereby greatly increasing the
integrity of the data and the quality and efficiency of the analysis process.
Increased reporting frequency, more accurate information and improved shareholder ability to
analyze companies’ information all result in greater transparency of data. This is consistent with
the SEC’s desire to level the playing field among all investors and its recent call to provide better
and more timely information to the market. Further, the ability of shareholders to analyze
different components of financial statements (e.g., financial statement line items or footnote
information) will act as a catalyst for increased levels of reliability at this more detailed level.
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XBRL is not about establishing new accounting standards but about enhancing the usability of
financial information via a digital language of business. XBRL not only addresses today’s
accounting standards and policies, but also is flexible enough to accommodate future accounting
standards and direction. XBRL does not require additional or more frequent disclosure from
companies to outside audiences. Instead, it makes the financial information companies are
required to report more accessible to stakeholders via the Internet.
For XBRL to take hold in the marketplace, however, and for its benefits to become widespread,
it is important for financial executives to take an active leadership role in developing it and
adopting it for regular use in business reporting. The most immediate benefit will be a better-
managed company using better information to make decisions and reporting that information
across a more useful medium. Further benefits include a lower cost of capital and more accurate
stock price valuation based on more efficient and complete analysis of the company’s reported
performance. Before too long, those companies not reporting in this fashion will be at a real
disadvantage to those who are.
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13.
Appendix A: XBRL Resources
To learn more about XBRL, readers can do the following:
• Visit the Microsoft, MSDW and Reuters Web pages to see the human-readable format of
XBRL financial statements:
− http://about.reuters.com/results/2001-pr/html/xbrl.asp
− http://www.morganstanley.com/xbrl/
− http://www.apra.gov.au/
− http://www.microsoft.com/msft/
• Visit the XBRL.org site at http://www.xbrl.org/ and view some of the demo pages at
http://www.xbrl.org/demos/demos.htm
• Talk with their company’s investor relations manager and assess the communication benefits
of the XBRL platform
• Talk with lead analysts about how they might value the more useful XBRL format
• Send a representative to the next XBRL event: a calendar is available at http://www.xbrl.org/
events/events.htm
• Review internal information flow for any point at which custom bridges are created or
manual entry is required
• Talk with their company’s accounting software supplier, consolidation tool developer or
Internet service provider about their readiness for XBRL
• Discuss XBRL with their CPA, bank and analyst
• Encourage their federal, state and local governments to use XBRL
• Become part of the XBRL consortium effort
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Appendix B: Author Biographies
Alfred R. Berkeley, III
Vice Chairman of Thought Leadership
The Nasdaq Stock Market Inc.
Alfred R. Berkeley III was appointed vice chairman of the Nasdaq Stock Market Inc. on July 27,
2000. Since 1996, Berkeley had served as president of Nasdaq. Before joining Nasdaq, he was
managing director and senior banker in the Corporate Finance Department of Alex, Brown &
Sons Inc., financing computer software and electronic commerce companies.
Berkeley joined Alex, Brown & Sons in 1972 as a research analyst and became a general partner
in 1983. From 1985 to 1987, he served as head of Information Services for the firm. In that
capacity, he was responsible for all corporate information services, including both the firm’s
back- and front-office technology. Berkeley then moved to Alex, Brown’s Merger and
Acquisition department where, from 1987 to 1989, he developed the firm’s technology practice.
Berkeley served as a captain in the United States Air Force from 1968 to 1972. He is a graduate
of the Wharton School at the University of Pennsylvania (MBA, 1968) and the University of
Virginia (bachelor’s degree, 1966).
John Connors
Senior Vice President and Chief Financial Officer
Microsoft Corp.
As senior vice president and chief financial officer at Microsoft, John Connors is responsible for
Microsoft’s information technology organization and manufacturing and licensing operations, in
addition to business operations including finance, investor relations, administration and real
estate.
Since joining Microsoft in January 1989, Connors has held a variety of positions. Most recently
he was vice president of the Worldwide Enterprise Group, responsible for the sales, services and
relationship strategy for large, medium-sized and small businesses across all industries. Before
that, Connors served as vice president and chief information officer, responsible for worldwide
internal technologies infrastructure, corporate information and key internal systems. Before
serving as CIO, he held a number of positions within and outside Finance, including corporate
controller responsible for worldwide accounting, forecasting and fiscal planning processes and
organizations; general manager of Worldwide Financial Operations; director of Business
Operations of Microsoft’s European headquarters in Paris; and director of Business Operations
of the Worldwide Sales and Support Strategy Group.
Before joining Microsoft, Connors was corporate controller for PIP Printing Inc. and worked in
the finance departments of Safeco Corp. and Deloitte, Haskins & Sells.
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